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EXHIBIT 15(II) UNDER FORM N-1A
RULE 12B-1 AGREEMENT
This Agreement is made between the organization executing this
Agreement ("Participating Organization") and BISYS ("BISYS") for the shares of
beneficial interest (the "Shares") of the registered management investment
companies listed on Exhibit A to this Agreement, which Shares may be offered in
one or more series (the "Funds") and one or more classes thereof (the
"Classes") and which have adopted a Rule 12b-1 Plan ("Plan") in relation to
such Funds and Classes, this form of agreement having been approved pursuant to
Rule 12b-1 under the Investment Company Act of 1940. In consideration of the
mutual covenants hereinafter contained, it is hereby agreed by and between the
parties hereto as follows:
1. BISYS hereby appoints Participating Organization to render or
cause to be rendered distribution and support services to the Funds with
respect to the Classes thereof and their shareholders.
2. The services to be provided under Paragraph 1 may include, but
are not limited to, the following:
(a) communicating account openings through computer
terminals located on the Participating Organization's
premises ("computer terminals"), through a toll-free
telephone number or otherwise;
(b) communicating account closings via the computer
terminals, through a toll-free telephone number
or otherwise;
(c) entering purchase transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(d) entering redemption transactions through the computer
terminals, through a toll-free telephone number or
otherwise;
(e) electronically transferring and receiving funds for
Fund Share purchase and redemptions, and confirming
and reconciling all such transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel;
(h) maintaining and distributing current copies of
prospectuses and shareholder reports;
(i) advertising the availability of its services and
products;
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EXHIBIT 15(II) UNDER FORM N-1A
(j) providing assistance and review in designing
materials to send to customers and potential
customers and developing methods of making such
materials accessible to customers and potential
customers; and
(k) responding to customers' and potential customers'
questions about the Funds.
The services listed above are illustrative. The Participating Organization is
not required to perform each service and may at any time perform either more or
fewer services than described above.
3. During the term of this Agreement, BISYS will pay the
Participating Organization fees for each Fund or Class thereof set forth in a
written schedule delivered to the Participating Organization pursuant to this
Agreement. BISYS's fee schedule for Participating Organization may be changed
by BISYS sending a new fee schedule to the Participating Organization pursuant
to Paragraph 12 of this Agreement. For the payment period in which this
Agreement becomes effective or terminates, there shall be an appropriate
proration of the fee on the basis of the number of days that the Rule 12b-1
Agreement is in effect during the period.
4. The Participating Organization will not perform or provide any
duties which would cause it to be a fiduciary under Section 4975 of the
Internal Revenue Code, as amended. For purposes of that Section, the
Participating Organization understands that any person who exercises any
discretionary authority or discretionary control with respect to any individual
retirement account or its assets, or who renders investment advice for a fee,
or has any authority or responsibility to do so, or has any discretionary
authority or discretionary responsibility in the administration of such an
account, is a fiduciary.
5. The Participating Organization understands that the Department
of Labor views ERISA as prohibiting fiduciaries of discretionary ERISA assets
from receiving compensation from funds in which the fiduciary's discretionary
ERISA assets are invested. To date, the Department of Labor has not issued any
exemptive order or advisory opinion that would exempt fiduciaries from this
interpretation. Receipt of such compensation could violate ERISA provisions
against fiduciary self-dealing and conflict of interest and could subject the
fiduciary to substantial penalties.
6. The Participating Organization agrees not to solicit or cause
to be solicited directly, or indirectly, at any time in the future, any proxies
from the shareholders of any or all of the Funds in opposition to proxies
solicited by management of the Fund or Funds, unless a court of competent
jurisdiction shall have determined that the conduct of a majority of the
Trustees of the Fund or Funds constitutes willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. This Paragraph 6 will
survive the term of this Agreement.
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EXHIBIT 15(II) UNDER FORM N-1A
7. With respect to each Fund or class thereof, this Agreement
shall continue in effect for one year from the date of its execution, and
thereafter for successive periods of one year if the form of this Agreement is
approved at least annually by the Trustees of the mutual fund, including a
majority of the Trustees of the Fund who are not interested persons of the Fund
and have no direct or indirect financial interest in the operation of the
Fund's Plan or in any related documents to the Plan ("Disinterested Trustees")
cast in person at a meeting for that purpose.
8. Notwithstanding Paragraph 7, this Agreement may be terminated
as follows:
(a) at any time, without the payment of any penalty, by
the vote of a majority of the Disinterested Trustees
of the Fund or by a vote of a majority of the
outstanding voting securities of the Fund or any
Class thereof as defined in the Investment Company
Act of 1940 on not more than sixty (60) days' written
notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act
of 1940 or upon the termination of the "Distributor's
Contract" between the Fund or Funds and BISYS; and
(c) by either party to the Agreement without cause by
giving the other party at least sixty (60) days'
written notice of its intention to terminate.
9. The termination of this Agreement with respect to any one Fund
or Class thereof will not cause the Agreement's termination with respect to any
other Fund or Class thereof.
10. The Participating Organization agrees to obtain any taxpayer
identification number certification form its customers required under Section
3406 of the Internal Revenue Code, and any applicable Treasury regulations, and
to provide BISYS or its designee with timely written notice of any failure to
obtain such taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
11. This Agreement supersedes any prior service agreements between
the parties for the Funds.
12. This Agreement may be amended by BISYS from time to time by
the following procedure. BISYS will mail a copy of the amendment to the
Participating Organization's address, as shown below. If the Participating
Organization does not object to the amendment with thirty (30) days after its
receipt, the amendment will become part of the Agreement. The Participating
Organization's objection must be in writing and be received by BISYS within
such thirty days.
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EXHIBIT 15(II) UNDER FORM N-1A
13. This Agreement shall be construed in accordance with the Laws
of the State of Ohio.
Dated: [PARTICIPATING ORGANIZATION]
------------------------
[Address]
[City, State, Zip Code]
By:
---------------------------------
Authorized Signature
------------------------------------
[Print Name of Authorized Signature]
Title:
------------------------------
BISYS FUND SERVICES
Limited Partnership
By:
----------------------------
Title:
----------------------------
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EXHIBIT 15(II) UNDER FORM N-1A
EXHIBIT A
TO
RULE 12b-1 AGREEMENT
The following Funds and their respective Classes of Shares shall be
subject to the Rule 12b-1 Agreement by and between the Participating
Organization and BISYS:
Fountain Square Commercial Paper Fund
Investment A Shares
Fountain Square Government Cash Reserves Fund
Investment A Shares
Fountain Square U.S. Government Securities Fund
Investment A Shares
Investment C Shares
Fountain Square Quality Bond Fund
Investment A Shares
Investment C Shares
Fountain Square Quality Growth Fund
Investment A Shares
Investment C Shares
Fountain Square Mid-Cap Fund
Investment A Shares
Investment C Shares
Fountain Square Balanced Fund
Investment A Shares
Investment C Shares
Fountain Square Ohio Tax-Free Bond Fund
Investment A Shares
Investment C Shares
Fountain Square International Equity Fund
Investment A Shares
Investment C Shares
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